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15. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, lessee
<br />shall, upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement,
<br />deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, ordinary wear
<br />and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such carrier, or delivering
<br />the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the general location of the
<br />Property. If Lessee fails to deliver the Property to Lessor, as provided in this Section 15, on or before the date of termination of this
<br />Agreement, Lessee shall pay to Lessor upon demand, for the hold-over period, a portion of the total payment for the applicable
<br />period as set forth in Exhibit B prorated from the date of termination of this Agreement to the date Lessee either redelivers the
<br />Property to Lessor or Lessor repossesses the Property. Lessee hereby waives any right which it now has or which might be acquired
<br />or conferred upon it by any law or order of any court or other qovernmental authority to terminate this Agreement or its obligations
<br />hereunder, except in accordance with the express provisions hereof.
<br />16. Assignment. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge,
<br />hypothecate, grant any security interest in or otherwise dispose of this Agreement or the Property or any interest in this Agreement
<br />or the Property; or (ii) sublet or lend the Property or permit it to be used by anyone other than Lessee or Lessee's employees.
<br />Lessor may assign its rights, title and interest in and to this Agreement, the Property and any other documents executed with
<br />respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part. Any
<br />such assignees shall have all of the rights of Lessor under this Agreement. Subject to the foregoing, this Agreement inures to the
<br />benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. No assignment or
<br />reassignment of any of Lessor's rights, title or interest in this Agreement or the Property shall be effective with regard to Lessee
<br />unless and until Lessee shall have received a copy of the document by which the assignment or reassignment is made, disclosing the
<br />name and address of such assignee. No further action will be required by Lessor or by Lessee to evidence the assignment. During
<br />the term of this Agreement, Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply
<br />with the United States Internal Revenue Code of 1986, Section 149 (a), and the regulations, proposed or existing, from time to time
<br />promulgated thereunder.
<br />17. Personal Property. The Property is and shall at all times be and remain personal property.
<br />18. Title. Upon acceptance of the Property by Lessee hereunder, Lessee shall have title to the Property during the
<br />term of this Agreement; however, in the event of an Event of Default hereunder and for so long as such Event of Default is
<br />continuing.
<br />19. lessor's Right to Perform for lessee. If Lessee fails to make any payment or perform or comply with any of its
<br />covenants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such
<br />covenants and obligations on behalf of Lessee, and the amount of any such payment and the expenses (including but not limited to
<br />reasonable attorneys' fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case may be,
<br />together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand.
<br />20. Interest on Default. If Lessee fails to pay any Lease Payment specified in Section 1 hereof within ten (10) days
<br />after the due date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the
<br />highest lawful rate.
<br />21. Notices. Any notices to be given or to be served upon any party hereto in connection with this Agreement must
<br />be in writing and may be given by certified or registered mail, and shall be deemed to have been given and received forty-eight (48)
<br />hours after a registered or certified letter containing such notice, postage prepaid, is deposited in the United States mail, and if given
<br />otherwise shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notice
<br />shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such other
<br />address as either party may hereafter designate.
<br />22. Security Interest. As security for Lessee's covenants and obligations hereunder, Lessee hereby grants to Lessor,
<br />and its successors, a security interest in the Property, all accessions thereto and proceeds therefrom, and, in addition to Lessor's
<br />rights hereunder, all of the rights and benefits of a secured party under the Uniform Commercial Code as in effect from time to time
<br />hereafter in the State in which the Property is located or any other State which may have jurisdiction over the Property. Lessee
<br />agrees to execute, acknowledge and deliver to Lessor in recordable form upon request financing statements or any other instruments
<br />with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the security
<br />interest granted herein in accordance with the laws of the applicable jurisdiction. Lessee hereby authorizes Lessor or its
<br />agent/assigns to sign and execute on its behalf, any and all necessary UCC-1 forms to perfect the Purchase Money Security interest
<br />herein granted to Lessor .
<br />23. Tax Exemption. Lessee certifies that it does reasonably anticipate that not more than $10,000,000 of "qualified
<br />tax-exempt obligations" as that term is defined in Section 265 (b) 3 (D) of the Internal Revenue Code of 1986 ("the Code"), will be
<br />issued by it and any subordinate entities during the current calendar year . Further, Lessee designates this issue as comprising a
<br />portion of the $10 million in aggregate issues to be designated as "qualified tax exempt obligations" eligible for the exception
<br />contained in Section 265 (b) 3 (D) of the Code allowing for an exception to the general rule of the Code which provides for a total
<br />disallowance of a deduction for interest expense allocable to the carrying of tax exempt obligations.
<br />24. Continuing Disclosure. Specifically and without limitation, Lessee agrees to provide audited financial statements,
<br />prepared by a certified public accountant not later than six (6) months after and as of the end of each fiscal year. Periodic financial
<br />statement shall include a combined balance sheet as of the end of each such period, and a combined statement of revenues,
<br />expenditures and changes in fund balances, from the beginning of the then fiscal year to the end of such period certified as correct
<br />by one of Lessee's authorized agents. If Lessee has subsidiaries, the financial statements required will be provided on a consolidated
<br />and consolidation basis.
<br />25. Miscellaneous.
<br />(a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and shall
<br />give the Lessor immediate notice of any attachment or other judicial process affecting the Property, and indemnify and save Lessor
<br />harmless from any loss or damage caused thereby. Lessor may, for the purpose of inspection at all reasonable times enter upon any
<br />job, building or place where the Property and the books and records of the Lessee with respect thereto are located.
<br />MUNICIPAL LEASE-PURCHASE AGREEMENT -PAGE 4
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